SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
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June 3, 2005

                                                       direct dial: 817.420.8209
                                                               vrew@winstead.com

                                                       direct dial: 817.420.8225
                                                            jhoover@winstead.com
Via Federal Express
-------------------

Ms. Maryse Mills-Apenteng
Division of Corporate Finance
Mail Stop 4-6
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  Response to Comments  Received from the Staff of the  Commission  with
          respect to the Schedule 13E-3 filed April 19, 2005 (File No.  5-37771)
          and the Schedule 14A filed April 18, 2005 (File No. 0-09574) of United
          Systems Technology, Inc., both of which were originally filed on March
          7, 2005

Dear Ms. Mills-Apenteng:

     As legal counsel to United Systems Technology,  Inc. (the "Company"),  this
letter sets forth the  responses  of the Company to the comments of the staff of
the Division of Corporation Finance (the "Staff") of the Securities and Exchange
Commission  (the  "Commission")  received  by  letter  dated  May 12,  2005 (the
"Comment  Letter")  with  respect to the  above-referenced  Schedule  13E-3 (the
"Schedule  13E-3") and Schedule 14A (the "Schedule 14A").  Enclosed  herewith is
one clean and one  black-lined  copy of Amendment No. 2 to the Schedule 14A (the
"Amendment"),  which, in response to the Comment Letter,  includes  revisions to
the Schedule 14A. Also enclosed is a copy of the Company's acknowledgment letter
in response to the request contained on the last page of the Comment Letter.

     For the  convenience  of the Staff,  we have set forth  below,  in boldface
type, the number of each comment in the Comment Letter followed by the Company's
responses  thereto.  As applicable,  after each of our responses  below, we have
also  provided  the page  number of the  black-lined  copy of the  Amendment  to
indicate  where  changes in response to your  comments  are located  within such
copy.

     1.   The Company  will file all  correspondence  submitted  to the Staff in
          response to your comments on EDGAR,  tagged as  "CORRESP."  Presently,
          such  correspondence  includes this  response  letter and our previous
          response letter dated April 15, 2005.

<PAGE>

Schedule 13E-3
--------------

     2.   We acknowledge  the error you have  identified  regarding the date for
          previously  filed Amendment No. 1 to the Schedule 13E-3,  which should
          have been April 19, 2005.  We will ensure that all future  filings are
          executed  and dated as of a current  date,  and will  ensure that Item
          16(a) of the Schedule 13E-3 is amended to appropriately incorporate by
          reference the most recently filed proxy statement.

Schedule 14A
------------

General
-------

     3.   We acknowledge the error you have identified regarding the form of the
          Schedule  14A filing.  The  Schedule  14A was  inadvertently  filed in
          definitive form. The Company did not intend to and has no intention of
          filing the  Schedule  14A in  definitive  form prior to  clearing  all
          comments with the Staff.  Furthermore,  the Company has not yet mailed
          the proxy statement to any of its  shareholders.  Also, we will ensure
          that all future filings of the Schedule 14A include a separate  filing
          of a black-lined copy of the current draft of the Schedule 14A against
          the previously  filed draft of the Schedule 14A marked to show changes
          made, for use by the Staff pursuant to Rule 14a-6(h).

Summary Term Sheet
------------------

     4.   We have revised the disclosure as requested.

          [See Pages 1-2 of the black-lined Proxy Statement]

Special Factors
---------------

Fairness of the Transaction
---------------------------

     5.   We have revised the disclosure as requested by deleting all references
          to the fairness of the transaction to affiliated  shareholders  and by
          noting the fact that the Company's four  affiliated  shareholders  own
          10,000 or more shares and will be Continuing Shareholders.

          [See Pages 6, 19, 23, 32, and 35 of the black-lined Proxy Statement]

          Regarding your supplemental  response request, a significant number of
          the Company's unaffiliated  shareholders own 10,000 or more shares. If
          this were not the case,  then the  Reverse/Forward  Stock  Split could
          potentially  cash  out all of the  shareholders  other  than  the four
          affiliated shareholders,  which is not the Company's goal in effecting
          a going private transaction. The Reverse/Forward Stock Split is simply
          designed to reduce the Company's  number of shareholders of records to
          less than 300. However, given that many unaffiliated shareholders hold
          their shares in street name,  the Company  cannot  determine  with any
          level of accuracy  the total number of its  unaffiliated  shareholders
          owning  10,000  or more  shares.  In  addition,  we have  revised  our
          disclosure to reflect the statement in the first sentence above.

          [See Page 19 of the black-lined Proxy Statement]

<PAGE>

     6.   We have revised the disclosure as requested.

          [See Page 21 of the black-lined Proxy Statement]

     7.   We have revised the disclosure as requested.

          [See Pages 20-21 of the black-lined Proxy Statement]

     8.   We have revised the disclosure as requested.

          [See Page 20 of the black-lined Proxy Statement]

     9.   We have revised the disclosure as requested.

          [See Page 20 of the black-lined Proxy Statement]

Factors in Support of the Reverse/Forward Stock Split
-----------------------------------------------------

     10.  The  Board of  Directors  has  increased  the cash out price to $0.08,
          which is now in excess of the  historical  market price for the Common
          Stock  over the past  year.  This  price  increase  is the  result  of
          additional  deliberations  by the Board of Directors  with respect to:
          (i)  current and  historical  market  prices,  (ii) an  indication  of
          interest  letter  from a third  party  regarding  a possible  offer to
          purchase all of the Company's  outstanding shares of Common Stock (for
          a price per share of $0.10), and (iii) a supplemental valuation of the
          Common  Stock by W&T (which  effectively  reaffirmed,  in all material
          respects,  the final  Valuation  Report).  It should be noted that the
          price set forth in the  indication  of  interest  letter is based on a
          100%  controlling  interest  in the  Company,  whereas  the  Board  of
          Directors'  cash-out  price and W&T's share  valuation  are based on a
          non-controlling  interest in the Company. A controlling interest value
          is distinct from a non-controlling  interest value and is not directly
          comparable.

          [See Pages 34-35 of the black-lined Proxy Statement]

     11.  We have revised the disclosure as requested.

          [See Page 23 of the black-lined Proxy Statement]

<PAGE>

Deliberations of the Board of Directors
---------------------------------------

     12.  We have revised the  disclosure as requested.  The only members of the
          Company's   management   directly  involved  with  the  going  private
          transaction have been the Company's Chief Executive  Officer and Chief
          Financial Officer.

          [See Page 30 of the black-lined Proxy Statement]

     13.  We have revised the disclosure regarding the reverse stock split ratio
          as requested.

          [See Page 31 of the black-lined Proxy Statement]

Additional Revisions.
--------------------

     In addition to the items discussed above,  you will note three  significant
revisions to the Proxy Statement.

     First,  the  Proxy  Statement  now  includes  a  discussion   regarding  an
unsolicited  indication of interest letter received by the Board of Directors on
May 11, 2005 from a third party regarding the possible acquisition of all of the
outstanding shares of Common Stock, subject to certain conditions. [See Pages 5,
19, 21, 26, and 33-35 of the  black-lined  Proxy  Statement] As discussed  under
"SPECIAL  FACTORS - Fairness of the Transaction - Deliberations  of the Board of
Directors,"  the  Board of  Directors  ultimately  rejected  the  indication  of
interest,  but did take such  indication of interest into  consideration  in the
context of the cash  consideration  being offered to Cashed-Out  Shareholders in
the Reverse/Forward Stock Split.

     Second,  the  Proxy  Statement  now  includes  a  discussion   regarding  a
supplemental  letter presented to the Board of Directors on May 27, 2005 by W&T.
[See Pages 26, 29, and 34 of the  black-lined  Proxy  Statement] Such letter was
submitted  in response to the Board of  Directors'  request that W&T revisit its
independent  valuation of the  Company's  Common Stock for purposes of the going
private transaction, taking into consideration the indication of interest above.
However,  as discussed  under "SPECIAL  FACTORS - Fairness of the  Transaction -
Valuation Report of W&T," W&T effectively reaffirmed,  in all material respects,
its earlier calculation of the fair market value, on a non-controlling  interest
basis, of the Common Stock.

     Third,  the Board of Directors has increased the cash  consideration  being
offered to  Cashed-Out  Shareholders  in the  Reverse/Forward  Stock  Split from
$0.0675  to $0.08.  This  change  appears  throughout  the Proxy  Statement.  As
discussed  under "SPECIAL  FACTORS - Fairness of the Transaction - Deliberations
of the Board of Directors," the Board of Directors  arrived at the revised price
taking  into  consideration  all  of the  factors  previously  examined,  plus a
consideration  of current as well as historical  market prices,  the third party
indication of interest letter,  and the supplemental W&T letter described above.
[See Pages 34-35 of the black-lined Proxy Statement]

                              ___________________

<PAGE>

     Should any member of the Staff have any  questions or  additional  comments
regarding the Amendment or the responses to the Staff's Comment Letter set forth
above,  please do not hesitate  the call the  undersigned  at (817)  420-8209 or
(817) 420-8225, respectively.

                                                 Sincerely,

                                                 Vernon E. Rew, Jr.

                                                 Justin A. Hoover

VER:jah
Enclosures

cc:     Barbara C. Jacobs (w/ encl.)
        Assistant Director, Division of Corporate Finance, SEC

        Thomas E. Gibbs (w/ encl.)
        Randall L. McGee (w/ encl.)

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